Nelnet (NNI) director Matthew Dunlap reports gift of 63,126 Class B shares

Rhea-AI Filing Summary

Nelnet Inc. insider activity shows a significant share transfer. Reporting person Matthew W. Dunlap, a director and President of NFS at Nelnet Inc. (NNI), reported a transaction dated 12/01/2025 involving Class B common stock with transaction code G, indicating a bona fide gift. He acquired 63,126 shares of Class B common stock at a reported price of $0, bringing his direct beneficial ownership of Class B shares to 226,197. He also directly holds 13,374 shares of Class A common stock, which includes 27 Class A shares acquired through the company’s dividend reinvestment plan since July 30, 2025. The report notes that certain shares held in estate planning trusts and a family limited liability company are excluded because he is not deemed to beneficially own them for Section 16(a) purposes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dunlap Matthew W

(Last) (First) (Middle)

121 SOUTH 13TH STREET

SUITE 100

(Street)

LINCOLN NE 68508

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NELNET INC [ NNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, NFS

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	12/01/2025		G		63,126	A	$0	226,197	D
Class A Common Stock								13,374(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 27 shares of Class A common stock acquired by the reporting person pursuant to the issuer's dividend reinvestment plan since July 30, 2025.

Remarks:

This Form 4 excludes certain shares of the issuer held by various estate planning trusts and by a family limited liability company in which the reporting person has an interest by virtue of being a beneficiary of various trusts, but with respect to which shares the reporting person does not have or share investment control, because the reporting person does not have or share investment or dispositive power or voting power, and thus the reporting person is not deemed to beneficially own such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nicole M. Stawniak, Attorney-in-Fact for Matthew W. Dunlap	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Nelnet Inc (NNI) report in this Form 4?

The filing reports that Matthew W. Dunlap, a director and President of NFS at Nelnet Inc. (NNI), reported a bona fide gift transaction (code G) dated 12/01/2025 involving Class B common stock.

How many Nelnet (NNI) Class B shares were involved in the reported transaction?

The transaction involved 63,126 shares of Class B common stock, reported as acquired in a transaction coded G (bona fide gift) at a price of $0.

What are Matthew W. Dunlap’s Nelnet (NNI) Class B and Class A holdings after the transaction?

Following the reported transaction, Matthew W. Dunlap directly beneficially owns 226,197 shares of Class B common stock and 13,374 shares of Class A common stock.

How were some of Matthew W. Dunlap’s Nelnet (NNI) Class A shares acquired?

The filing explains that the 13,374 Class A shares include 27 shares acquired through Nelnet’s dividend reinvestment plan since July 30, 2025.

Are all shares associated with Matthew W. Dunlap counted as beneficially owned for Nelnet (NNI)?

No. The filing notes that certain shares held in estate planning trusts and a family limited liability company are excluded, because he does not have or share investment, dispositive, or voting power over those shares and is therefore not deemed to beneficially own them for Section 16(a) purposes.

What is Matthew W. Dunlap’s role at Nelnet Inc (NNI)?

Matthew W. Dunlap is reported as both a Director and an Officer of Nelnet Inc., serving as President, NFS.